We, Pixo Hire Pty Limited (ACN 153 242 632) (Pixo Hire), provide services, technology and other intellectual property to aggregate tours, tickets, activities, entertainment transportation and/or other goods and/or services (Services) and distribute them to reseller vendors (Resellers), (Distribution Services). This agreement (“Agreement”) binds you or the entity you represent (“Supplier”) if you are a supplier of such Services and you use the Distribution Services. In consideration of the above and the terms, covenants and conditions set forth herein, and other good and valuable consideration, receipt of which is hereby acknowledged, the parties agree as follows.
The Supplier agrees to and must supply its Services inventory to Pixo Hire for distribution by Pixo Hire to the Resellers for resale by the Resellers to their customers (Customers).
If the Supplier sets a Marketplace Rate (defined in clause 1.3), the Supplier consents to the resale of the Services by any and all Resellers selected at the sole and absolute discretion of Pixo Hire. If the Supplier sets a Negotiated Marketplace Rate (defined in clause 1.4), the Supplier consents to the resale of the Services by any and all Resellers in relation to which Negotiated Marketplace Rates are set.
The Supplier may set a sale price for the Services by all Resellers in its account held with Pixo Hire’s online management system (Pixo Hire Supplier Account) using one of the following methods:
(a) if the Supplier elects to use the nett price system within the Pixo Hire Supplier Account (Nett Price System) it must: set the amount payable to the Supplier in relation to the sale of each of the Services (Nett Price) and thereby agrees and acknowledges that the Resellers may sell the Services at any price above the Nett Price; or
(b) if the Supplier elects to use the commission system within the Pixo Hire Supplier Account (Commission System) it must:
(i) set the gross sale price in relation to each of the Services (Sale Price); and
(ii) set the commission percentage, as a percentage of the Sale Price, that it will pay to the Resellers in relation to the sale of the Services in addition to the Pixo Hire Fees also payable pursuant to clauses 2.3 and 2.4,
in each case in clauses 1.3(a) and 1.3(b) the amount payable to the Supplier in relation to the sale of each of the Services is referred to as the Marketplace Rates.
The Supplier may set alternate sales prices for individual Resellers by providing a Nett Price or Sale Price and commission payable for those Resellers (as in clauses 1.3(a) and 1.3(b)) in its Pixo Hire Supplier Account. The amount payable to the Supplier in relation to the sale of each of the Services under this clause 1.4 is referred to as the Negotiated Marketplace Rate.
The Supplier may elect to make payments directly to a Reseller offered Negotiated Marketplace Rates in its Pixo Hire Supplier Account (Manual Payments) in which case the Supplier will make all commission payments to the Reseller promptly in accordance with its agreement with those Resellers and the commission set out in the Pixo Hire Supplier Account and Pixo Hire will not manage these payments.
The Supplier and Pixo Hire agree and acknowledge that:
(a) if the Supplier does not set a Marketplace Rate, Services will only be available for sale by the Resellers in relation to which Negotiated Marketplace Rates are set;
(b) if both a Marketplace Rate and Negotiated Marketplace Rate are provided, the Negotiated Marketplace Rate applies in relation to all Resellers in relation to which a Negotiated Marketplace Rate is set and the Marketplace Rate applies to all other Resellers; and
(c) a reference to Rates is a reference to each of the Marketplace Rates and/or Negotiated Marketplace Rates.
The Rates are inclusive of all taxes (including GST) and duties, commissions and any other fees, costs or other expenses payable to or by the Supplier and represent the full amount payable to the Supplier for the Services and the Supplier is solely responsible for the payment of these amounts.
The Supplier warrants that, other than the Negotiated Marketplace Rates, the Marketplace Rates are the best and lowest rates offered by the Supplier to any distributor of the Services and it cannot and must not provide the Services at a price lower than the Marketplace Rates. The Supplier undertakes to immediately notify Pixo Hire of any discounted rates for the Services offered through another distribution channel and those lower rates are hereby immediately offered to Pixo Hire and form the Marketplace Rates.
Pixo Hire is a distribution agent of the Supplier only and the Supplier agrees and acknowledges that Pixo Hire facilitates the sale of the Services by Resellers on behalf of the Supplier only and Pixo Hire may but is not required to distribute the Services to Resellers and does not purchase or provide any Services in any circumstances and this agreement does not create a relationship of employment, trust or partnership.
Other than Manual Payments, all Rates will be paid directly to the Supplier upon a booking being made with a Reseller and Pixo Hire will collect and retain the balance of all payments for Services sold by each Reseller in accordance with this agreement (Services Payments).
All bank charges, merchant facility charges and credit card charges relating to the collection of the Services Payments and all Rates will be paid by the Supplier including all amounts charged by the Banking Partner referred to in clause 3.1.
As payment for the distribution services provided pursuant to this agreement, Pixo Hire will receive and retain the Pixo Hire Manual Fee that will be charged to the Supplier monthly in arrears.
As payment for the distribution services provided pursuant to this agreement, Pixo Hire will receive and retain the Pixo Hire Automatic Fee that will be deducted from the Services Payments. The Pixo Hire Manual Fee and the Pixo Hire Automatic Fee are together referred to as the Pixo Hire Fees.
In relation to each sale of the Services by a Reseller, Pixo Hire will pay to the Reseller the amount collected from the sale, less the Pixo Hire Automatic Fee and the Rates in relation to that sale, in accordance with its agreement with that Reseller, unless the Rates are Manual Rates in which case the Supplier must pay the Reseller in accordance with clause 1.5.
The Supplier must immediately set up a payee account by correctly adding all of its recipient account details to the Pixo Hire Supplier Account in order to receive payments (Payment Account). Payments to the Supplier will be made directly by Customers through the Stripe payment platform (Banking Partner).
Payments to the Supplier pursuant to this agreement will be made exclusively to the Supplier’s Payment Account in the currency selected by the Supplier and any requirement to make a payment to the Supplier pursuant to this agreement is hereby suspended until the date 7 days after the Supplier has set up its Payment Account.
The Supplier agrees and acknowledges that it will be charged fees, expenses, conversion fees or any other amounts by the Banking Partner to set-up, administer, receive payments, convert money or otherwise manage its Payment Account and these amounts will be the sole expense of the Supplier and the Supplier is solely responsible for the set-up and administration of its Payment Account.
Pixo Hire may withhold or set-off from any amount due to a Supplier under this agreement any amount that may be payable by the Supplier to Pixo Hire under clause 5.4 or otherwise. Pixo Hire’s right of set-off arises immediately when Pixo Hire notifies the Supplier of its claim without the need for Pixo Hire to take any other action.
If a Service is booked to be provided to a Customer on a specific date and time, the Supplier must use the Pixo Hire Supplier Account to elect to allow cancellation of the Service either:
(a) 30 days before the specific date and time;
(b) 7 days before the specific date and time; or
(c) 1 day before the specific date and time, (referred to as the Permitted Cancellation Period).
If a Service is cancelled within the Permitted Cancellation Period, the Supplier must refund the full amount of the Rates and the Services Payments to the Customer within the Refund Period from the cancellation, otherwise the provisions of clauses 2 and 5 apply.
If a Service is not booked to be provided to a Customer on a specific date and the Customer is provided with a voucher for the Service, then the terms of issue of the voucher must include that the voucher is not able to be cancelled or refunded for a change of mind or after the specified expiry date.
The Supplier must immediately notify Pixo Hire of any dispute it has with a Customer in relation to Services distributed by Pixo Hire.
If Pixo Hire is notified or otherwise aware of a dispute in respect of Services distributed by Pixo Hire then Pixo Hire may in its discretion direct the Supplier to refund the Customer and the Supplier must promptly conduct the refund.
If any Rates or Services Payments are refunded or taken from Pixo Hire or the Supplier as refunds, charge-backs, preference payments, fraudulent payments or for any other reason (“Forced Refund”), the Rates otherwise payable to the Supplier for those Services are not payable.
Any credit card fees, merchant fees, banking transaction costs or other amounts incurred by a party in making refunds to Customers as well as any reasonable costs incurred by Pixo Hire in investigating any complaint by a Reseller or Customer seeking a refund or any other person will be the sole expense of the Supplier and must be paid to Pixo Hire on demand.
If the Supplier is required to provide a refund to a Customer, Pixo Hire will also refund to the Customer any Pixo Hire Fees received from that Customer in respect of the relevant booking.
The Supplier must maintain such comprehensive insurance policies with a reputable insurer as would be maintained by a careful and prudent person that offered similar Services to the Supplier liability insurance throughout the term of this agreement.
The Supplier will upload comprehensive information in relation to the Services to the Pixo Hire Supplier Account and will diligently ensure that all information uploaded is true, accurate and contains all the information needed by Customers to make and implement purchasing decisions. It is the sole responsibility of the Supplier to keep all the information in the Pixo Hire Supplier Account current and correct at all times.
The Supplier agrees and acknowledges that the Pixo Hire Terms and Conditions and Terms of Use and Privacy Policy apply to all Services distributed by Pixo Hire.
The Supplier warrants that it will not upload into the Pixo Hire Supplier Account any text, photos or other material that is illegal, libellous, offensive, in breach of third party copyright or other property rights, or otherwise likely to give rise to reasonable complaint from Resellers, Customers or other parties and will at all times follow and agrees to be bound by the Terms of Use and Privacy Policy.
The Supplier warrants that it has and will continue to:
(a) hold all necessary licenses, permits and authorizations required or relevant to the provision of the Services;
(b) it is authorized to provide and sell the Services and that it has in place operating and safety systems which enable it to provide the Services in a safe and appropriate manner;
(c) provide all information reasonably requested by Pixo Hire, including any information required to promote the services;
(d) provide all Services sold by a Reseller in a professional and workmanlike manner with a high degree of care and diligence;
(e) place and confirm all reservations for Services sold by a Reseller; and
(f) provide the best possible customer service and experience to Customers.
Pixo Hire may, but is not required to, distribute the Services to any Reseller whatsoever including any travel agents, tour operators, tourism related organisations, internet sites, software company and any other persons whatsoever.
Pixo Hire and its Resellers may, but are not required to, promote Pixo Hire, Resellers, Services and/or the Supplier using promotional materials and the Supplier hereby grants Pixo Hire and its Resellers the right to use any and all of its promotional material including without limitation photographs, videos, website content, designs, patents, copyright and any other intellectual property for the purpose of promoting Pixo Hire, Resellers, Services and/or the Supplier.
Since the Pixo Hire Supplier Account uses real-time inventory management, confirmations will be provided instantly by the system. Pixo Hire will use reasonable endeavours to ensure that Pixo Hire or its Resellers will issue vouchers to Customers for presentation to the Supplier in any format at Pixo Hire’s sole and absolute discretion on the condition that the voucher must be in a form that allows the Supplier and the Customer to wholly and correctly identify the booking.
If Services distributed by Pixo Hire are purchased by Customers, Pixo Hire will provide reservations and/or requests for Services (as applicable) to the Supplier through the Pixo Hire Supplier Account.
Pixo Hire will provide a dedicated support mechanism for use by Supplier that will enable the Supplier to contact Pixo Hire’s employees during reasonable business hours.
The Supplier indemnifies and holds Pixo Hire harmless against any third party action, notice, demand, suit, damage, debt, account, expense, cost, lien, loss, liability, proceedings, litigation (including legal costs and disbursements on a solicitor and own client basis), chose in action, investigation, verdict or judgment of whatever nature (Claim) against Pixo Hire relating to or in connection with:
(a) the use of any intellectual property or other information belonging to or provided by the Supplier to Pixo Hire or its Resellers;
(b) the activities or operations of Supplier;
(c) any Claim from a Customer;
(d) any Claim from a Reseller;
(e) any product or Service or other service of the Supplier;
(f) any act of omission of the Supplier in relation to the Services; or
(g) any breach of this agreement by the Supplier.
To the maximum extent permitted by applicable law and except as explicitly set forth in this agreement, Pixo Hire disclaims any warranties, conditions or other terms, either expressed or implied, including any implied warranties, conditions or terms of merchantability, satisfactory quality or fitness for a particular purpose. Pixo Hire or its Related Entities make no warranties or representations to the Supplier whatsoever other than as stated in this agreement. The Supplier hereby waives and releases Pixo Hire from any liability (whether that liability arises in contract, tort (including negligence) or statute) for any consequential, incidental, special or indirect damages or loss of profits arising out of or in connection with this agreement.
Pixo Hire is not liable for indirect, special or consequential damages for any loss of revenue, profits, or data arising in connection with this agreement, regardless of whether Pixo Hire has been advised of the possibility of such damages and the aggregate liability arising with respect to this agreement is limited to the amount paid or payable to the Supplier pursuant to this agreement.
The Supplier may have access to the intellectual property of Pixo Hire in its dealings with Pixo Hire, including its present and future rights to intellectual property including any documents, clients, correspondence, inventions and improvements, code, information, trademarks (whether registered or common law trade marks), designs, copyright, any corresponding property rights under the laws of any jurisdiction and any rights in respect of an invention, discovery, trade secret, secret process, know-how, concept, idea, information, process, data or formula (Intellectual Property) and the Supplier agrees and acknowledges that and Intellectual Property created for or used in the business of Pixo Hire or created by or used by the Supplier in the course of fulfilling its obligations under this agreement are the sole and absolute property of Pixo Hire and may not be used, sold, disclosed to any other person or modified by the Supplier in any circumstances whatsoever other than in accordance with and as expressly permitted by this agreement.
The term of this agreement starts on the date that this agreement is entered into and continues for the Term and this agreement is automatically renewed for successive periods of one (1) year at the end of each prior period of one (1) year, subject to clause 11.2, 11.3 and 11.4.
Pixo Hire may terminate this agreement at any time with thirty (30) days advance written notice.
Pixo Hire may terminate this agreement or suspend to distribute the Services with immediate effect and without prior notice if:
(a) the Supplier is in breach of this agreement;
(b) in the reasonable opinion of Pixo Hire, the Supplier is unable or unfit to provide the Services; or
(c) the Supplier is or, in the reasonable opinion of Pixo Hire is likely to become, insolvent, and must provide written notice of the suspension or termination to the Supplier within 7 days thereof.
If written notice of termination is given by either the Supplier or Pixo Hire to the other party at least 14 days prior to the end of the then current term, this agreement will not be extended at the end of the term during which the notice is given and the agreement will terminate at the end of that term.
Upon termination, the Supplier must continue to supply all Services sold by Resellers prior to termination in accordance with this agreement and the payment provisions of this agreement will apply in respect of this Services and in all other respects, save where expressly stated otherwise in this agreement, Pixo Hire and the Supplier’s rights and obligations contained in this agreement will cease. Clauses 10 and 14.1 survive termination of this agreement.
Notwithstanding clause 13, Pixo Hire may, in its sole discretion, modify any of the terms and conditions contained in this agreement, at any time, with consent of the Supplier or by notifying the Supplier at its nominated email address in its Pixo Hire Supplier Account or posting the new agreement on Pixo Hire’s website. If the Supplier gives consent, the amendments are effectively immediately. If the vendor does not give consent and the terms are modified by notifying the Vendor at its nominated email address in its Vendor Website or by posting the terms on Pixo Hire’s website, the Supplier may terminate this agreement at any time within fourteen (14) days of the earlier of the date that the new agreement is posted on Pixo Hire’s website or emailed to the Supplier. The Supplier’s continued supply of Services after this period is irrevocable and unconditional acceptance of the new agreement and its terms by the Supplier.
All notices required to be given pursuant to this agreement must be given in writing in accordance with this clause 13.
Pixo Hire may provide any notice to the Supplier under this agreement by:
(a) posting a notice on the Pixo Hire website; or
(b) sending an email to the email address the Supplier has provided to Pixo Hire or that is associated with the Pixo Hire Supplier Account.
Notices Pixo Hire provides by posting on its website will be effective upon posting and notices provided by email will be effective when sent. It is the Supplier’s responsibility to keep its email address current. The Suppler will be deemed to have received any email sent to the email address the Supplier has provided to Pixo Hire or that is associated with the Pixo Hire Supplier Account when Pixo Hire sends the email, whether or not it actually receives the email.
No objection may be made to the manner of delivery of any notice actually received in writing by an authorised agent of the Supplier.
The Supplier may provide notices to Pixo Hire under this agreement by email to subscriptions@Pixo Hire.com. Pixo Hire may change the email address for notices by notice to the Reseller.
All matters directly or indirectly related to this agreement and the Pixo Hire website and other information provided by Pixo Hire (except to the extent such information is already publically available) constitutes commercially sensitive and confidential information of Pixo Hire. The Supplier may use Pixo Hire’s confidential information only as permitted in accordance with this agreement and must take all necessary measures to avoid disclosure, dissemination or unauthorised use of Pixo Hire’s confidential information. The Supplier agrees not to disclose any information provided by Pixo Hire that is designated as confidential or that it should know is confidential to any third party without Pixo Hire’s prior written consent, unless it is legally compelled to do so, and provided that, where practicable, it first provides notice to Pixo Hire.
This agreement will bind the parties to it and any executor, administrator, transferee, assignee, liquidator or trustee in bankruptcy appointed in respect of them.
This agreement constitutes the entire agreement between the parties in connection with its subject matter and supersedes all previous agreements or understandings between the parties in connection with its subject matter.
Nothing in this agreement is to be interpreted against a party solely on the grounds that the party put forward the agreement or a relevant part of it.
The rights and obligations of the parties under this agreement do not merge on completion of any transaction contemplated by this agreement.
A term or part of a term of this agreement that is illegal or unenforceable may be severed from this agreement and the remaining terms or parts of the term of this agreement continue in force.
Pixo Hire’s failure to enforce the Supplier’s strict performance of any provision of this agreement will not constitute a waiver of any right to subsequently enforce such provision or any other provision of this agreement.
Pixo Hire may assign this agreement at its sole discretion without consent of the Supplier and the Supplier may only assign this agreement with the prior written consent of Pixo Hire.
This agreement may be executed in a number of counterparts and if so executed, the counterparts taken together constitute one agreement.
This agreement is governed by and must be construed in accordance with the laws of New South Wales and each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New South Wales.
Except where otherwise defined in this agreement, capitalised terms which are not defined have the meaning given to them in the Schedule 1.
| Clause | Term | Definition |
| Clause 2.3 | Pixo Hire Manual Fee | Means the fee payable to Pixo Hire in respect of Manual Preferred Payments being: (a) subject to paragraph (b): the fees published on Pixo Hire’s website at the URL: www.Pixo Hire.com/suppliercharges and described as ‘Pixo Hire manual fees’ as updated from time to time; and (b) where there is a schedule of fees attached as a schedule to this agreement: the fees described therein. |
| Clause 2.4 | Pixo Hire Fee Automatic | the fees published on Pixo Hire’s website at the URL: www.Pixo Hire.com/suppliercharges and described as ‘Pixo Hire automatic fees’, as updated from time to time. |
| Clause 4.2 | Refund Period | 28 days |
| Clause 7.2 | Pixo Hire Terms and Conditions | means Pixo Hire’s standard terms and conditions that apply to services it distributes as updated from time to time by notice to the Supplier in writing
|
| Clause 7.2/7.3 | Terms of Use and Privacy Policy | means Pixo Hire’s standard terms of use and privacy policy as updated from time to time by notice to the Supplier in writing |
| Clause 11.1 | Term | means one (1) year |
| Clause | Term | Definition |
| Clause 2.3 | Manual Pixo Hire Fee | means the fee payable to Pixo Hire in respect of Manual Preferred Payments being $2.00 per booking unless the Supplier has a subscription in which case the fees published on Pixo Hire’s website from time to time apply |
| Clause 2.4 | Automatic Pixo HireFee | means 5% of the gross value of the sale price of any Services |
| Clause 2.5 | Payment Time | 30 days |
| Clause 4.2 | Refund Period | 28 days |
| Clause 7.2 | Pixo Hire Terms and Conditions | means Pixo Hire’s standard terms and conditions that apply to services it distributes as updated from time to time by notice to the Supplier in writing |
| Clause 7.2/7.3 | Terms of Use and Privacy Policy | means Pixo Hire’s standard terms of use and privacy policy as updated from time to time by notice to the Supplier in writing |